5 Securities Litigation Questions Raised By Del. Forum Ruling

If the term "hotly anticipated corporate law decision" is not a contradiction, it surely applies to the Delaware Supreme Court's recent ruling in Salzberg v. Sciabacucchi.¹

The question posed there was deceptively simple: May a corporation adopt a charter provision requiring that certain federal securities law claims against the corporation and its directors and officers be brought only in federal court?

Three corporations set to go public included language in their charters identifying federal court as the "exclusive" forum for claims brought under the federal Securities Act of 1933. In response, a stockholder brought suit seeking to have those forum selection provisions declared invalid.